-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OuI6oaagZcoqR1apCsIFd0SrO887q2kGrPqItZ1V+DvudnJAva6L+FzZG2hz8Xf9 y4SXjMtwstiRMUup3KuzNA== 0000901309-96-000034.txt : 19960812 0000901309-96-000034.hdr.sgml : 19960812 ACCESSION NUMBER: 0000901309-96-000034 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960809 SROS: NASD GROUP MEMBERS: GARY L. BRIDGE GROUP MEMBERS: HORSLEY BRIDGE PARTNERS INC /ADV GROUP MEMBERS: HORSLEY BRIDGE PARTNERS INC. GROUP MEMBERS: PHILLIP HORSLEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KURZWEIL APPLIED INTELLIGENCE INC /DE/ CENTRAL INDEX KEY: 0000769191 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 042815079 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43893 FILM NUMBER: 96607134 BUSINESS ADDRESS: STREET 1: 411 WAVERLEY OAKS ROAD CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 6178935151 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HORSLEY BRIDGE PARTNERS INC /ADV CENTRAL INDEX KEY: 0000860191 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 161193261 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 505 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111-2553 BUSINESS PHONE: 4159867733 MAIL ADDRESS: STREET 1: 505 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: HORSLEY BRIDGE PARTNERS INC /ADV DATE OF NAME CHANGE: 19960129 SC 13G/A 1 SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kurzweil Applied Intelligence, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 501321103 (CUSIP Number) Check the following box if a fee is being paid with this statement / /. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 501321103 Page 2 of 11 Pages ___________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Horsley Bridge Partners, Inc. 16-1193261 ___________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) /x/ ___________________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ___________________________________________________________________________ (5) SOLE VOTING POWER 0 ________________________________________________ NUMBER OF SHARES (6) SHARED VOTING POWER BENEFICIALLY OWNED BY 876,930 EACH REPORTING PERSON ________________________________________________ WITH (7) SOLE DISPOSITIVE POWER 0 ________________________________________________ (8) SHARED DISPOSITIVE POWER 876,930 ___________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 876,930 ___________________________________________________________________________ (10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ___________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.6% ___________________________________________________________________________ (12) TYPE OF REPORTING PERSON (See Instructions) IA, CO ___________________________________________________________________________ CUSIP No. 501321103 Page 3 of 11 Pages ___________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Phillip Horsley ###-##-#### ___________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) /x/ ___________________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. ___________________________________________________________________________ (5) SOLE VOTING POWER 0 ________________________________________________ NUMBER OF SHARES (6) SHARED VOTING POWER BENEFICIALLY OWNED BY 876,930 EACH REPORTING PERSON ________________________________________________ WITH (7) SOLE DISPOSITIVE POWER 0 ________________________________________________ (8) SHARED DISPOSITIVE POWER 876,930 ___________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 876,930 ___________________________________________________________________________ (10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ___________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.6% ___________________________________________________________________________ (12) TYPE OF REPORTING PERSON (See Instructions) IN ___________________________________________________________________________ CUSIP No. 501321103 Page 4 of 11 Pages ___________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gary L. Bridge ###-##-#### ___________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) /x/ ___________________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. ___________________________________________________________________________ (5) SOLE VOTING POWER 0 ________________________________________________ NUMBER OF SHARES (6) SHARED VOTING POWER BENEFICIALLY OWNED BY 876,930 EACH REPORTING PERSON ________________________________________________ WITH (7) SOLE DISPOSITIVE POWER 0 ________________________________________________ (8) SHARED DISPOSITIVE POWER 876,930 ___________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 876,930 ___________________________________________________________________________ (10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ___________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.6% ___________________________________________________________________________ (12) TYPE OF REPORTING PERSON (See Instructions) IN ___________________________________________________________________________ Page 5 of 11 Pages ITEM 1. (a) NAME OF ISSUER. Kurzweil Applied Intelligence, Inc. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES. 411 Waverly Oaks Road Waltham, Massachusetts 02154 ITEM 2. (a) NAME OF PERSON FILING. This Schedule 13G Statement is filed on behalf of Horsley Bridge Partners, Inc. ("HBP"), Phillip Horsley ("Horsley") and Gary L. Bridge ("Bridge"). HBP, Horsley and Bridge are sometimes hereinafter collectively referred to as the "Reporting Persons." (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE. The principal business office of HBP, Horsley and Bridge is: 505 Montgomery Street San Francisco, California 94111 (c) CITIZENSHIP. HBP is organized in the State of Delaware. Horsley and Bridge are each citizens of the U.S.A. (d) TITLE OF CLASS OF SECURITIES. Common Stock (e) CUSIP NUMBER. 501321103 ITEM 3. This Statement is being filed pursuant to Rules 13d-1(b) or 13d-2(b) and HBP is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. Horsley and Bridge are the trustees of certain family trusts which own all of the stock of HBP and are the directors of HBP and, therefore, may be deemed to share the voting and dispositive power held by Page 6 of 11 Pages HBP. Horsley and Bridge are filing this joint Schedule 13G Statement along with HBP in accordance with the Securities and Exchange Commission's interpretive policy that individuals who control an entity which is eligible to file reports on Schedule 13G pursuant to Rule 13d-1(b)(ii)(G) may file a joint Schedule 13G with such Schedule 13G eligible entity, provided that such individuals' holdings (exclusive of those held through such entity) do not exceed 1% and a separate cover page is filed for each such individual. See e.g. No-action letters issued to Edward C. Johnson 3d (available August 20, 1991) and Berkshire Hathaway, Incorporated (available October 3, 1986). Horsley and Bridge do not beneficially own any shares of the Common Stock of Kurzweil Applied Intelligence, Inc. other than indirectly through HBP. ITEM 4. OWNERSHIP. With respect to HBP: (a) Amount Beneficially Owned: 876,930 (b) Percent of Class: 9.6% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: None (ii) shared power to vote or to direct the vote: 876,930 (iii) sole power to dispose or to direct the disposition of: None (iv) shared power to dispose or to direct the disposition of: 876,930 With respect to Horsley and Bridge: (a) Amount Beneficially Owned: 876,930 (b) Percent of Class: 9.6% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: None (ii) shared power to vote or to direct the vote: 876,930 Page 7 of 11 Pages (iii) sole power to dispose or to direct the disposition of: None (iv) shared power to dispose or to direct the disposition of: 876,930 Effective on July 1, 1995, HBP and Xerox Corporation ("Xerox") entered into an Asset Management Agreement pursuant to which HBP has been appointed by Xerox to act as investment manager with respect to certain securities issued by Kurzweil Applied Intelligence, Inc. ("KAI") which are owned by Xerox. As of July 31, 1996, Xerox owned (i) 823,787 shares of Common Stock of KAI ("Common Stock"), and (ii) warrants, which were then exercisable, for the purchase of an additional 53,143 shares of Common Stock. Pursuant to the terms of the Management Agreement, HBP has power to vote or to direct the vote and to dispose or to direct the disposition of Common Stock owned by Xerox and to be acquired by Xerox upon exercise of the warrants described above. Horsley and Bridge are the trustees of certain family trusts which own all of the stock of HBP and are the directors of HBP. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Xerox has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. Page 8 of 11 Pages ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. EXHIBIT A. Joint Filing Agreement Pursuant to Rule 13d-1(f)(1)(iii) Page 9 of 11 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 7, 1996 HORSLEY BRIDGE PARTNERS, INC. By: /s/ Phillip Horsley Phillip Horsley Its: President /s/ Phillip Horsley PHILLIP HORSLEY /s/ Gary L. Bridge GARY L. BRIDGE Page 10 of 11 Pages EXHIBIT INDEX EXHIBIT PAGE Exhibit A Joint Filing Agreement Pursuant to Rule 13d-1(f)(1)(iii) 11 EX-99 2 JOINT FILING AGREEMENT Page 11 of 11 Pages EXHIBIT A Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of each of them. HORSLEY BRIDGE PARTNERS, INC. By: /s/ Phillip Horsley Phillip Horsley Its: President /s/ Phillip Horsley PHILLIP HORSLEY /s/ Gary L. Bridge GARY L. BRIDGE -----END PRIVACY-ENHANCED MESSAGE-----